The proposed research examines the extent to which proficient reading utilizes mechanisms of spoken language processing and for what purposes. It investigates the nature of phonological representations used in reading and how these representations compare to the multi-layered phonological structures used to process spoken language. Four experiments will gather behavioral data by monitoring the eye movements of college readers while they silently read sentences for comprehension. A fifth event-related potential (ERP) experiment will measure evoked potentials during the silent reading of multi-syllable words. These experiments will help clarify the role of phonology in proficient reading, particularly in terms of: (a) indicating the degree to which pre-lexical phonological representations are fully specified; (b) distinguishing pre-lexical phonological elements from those that arise post-lexically; (c) determining how integral the phonological representation is to the reading process; and (d) identifying how the phonological representation is used to support proficient reading. Findings will support the development of a coherent theory of phonological representation in reading that will provide a foundation for future research in the processing of spoken language and written text, A better understanding of just how phonology is involved in reading would be useful in improving the effectiveness of reading instruction and in understanding the relation between language disorders and disruptions of reading proficiency.